Pursuant to the relevant provisions of the Memorandum of Understanding (MOU) By and Between the Philippine Stock Exchange, Inc. (PSE) and the Securities and Exchange Commission (SEC) on the Listing of the PSE Shares on the PSE Trading Board, the Commission has caused the immediate posting of the foregoing disclosure/s in the PSE Electronic Disclosure Generation Technology System (PSE EDGE). This directive is being issued primarily for the purpose of ensuring the timely disclosure of information relating to PSE as a listed company and should not be construed as an approval by the Commission of the item/s being disclosed nor of any of the acts done by the PSE or it intends to do in relation to this disclosure. The PSE shall remain responsible for complying with the other requirements as mandated in the Securities Regulation Code (SRC) and other relevant laws and their respective rules and regulations. This approval is for the purpose of ensuring the immediate posting of the disclosure. Nothing herein precludes the Commission as the statutory regulator of the PSE as a registered exchange, as Self-Regulatory Organization and as an issuer of registered securities, to seek further clarification and/or information and to take appropriate action on the matter, including the imposition of penalty in case of violation of the SRC and its Implementing Rules and Regulations. Finally, the Commission, acting as the Exchange under the MOU, may also impose penalty in case of violation of the relevant PSE Rules.
SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C
CURRENT REPORT UNDER SECTION 17 OF THE SECURITIES REGULATION CODE AND SRC RULE 17.2(c) THEREUNDER
1. Date of Report (Date of earliest event reported)
Jun 14, 2023
2. SEC Identification Number
AN092-002557
3. BIR Tax Identification No.
002-333-130
4. Exact name of issuer as specified in its charter
The Philippine Stock Exchange, Inc.
5. Province, country or other jurisdiction of incorporation
Republic of the Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
6th to 10th Floors, PSE Tower, 5th Avenue corner 28th Street, Bonifacio Global City, Taguig CityPostal Code1634
8. Issuer's telephone number, including area code
(632) 88764888
9. Former name or former address, if changed since last report
Not Applicable
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class
Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common Shares (Fully Paid)
81,642,839
Common Shares (Subscribed)
442,877
Total
82,085,716
11. Indicate the item numbers reported herein
Item No. 9. Other Events
The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.
The Philippine Stock Exchange, Inc.PSE
PSE Disclosure Form 4-4 - Amendments to By-Laws References: SRC Rule 17 (SEC Form 17-C) and Section 4.4 of the Revised Disclosure Rules
Subject of the Disclosure
Amendment of Bylaws
Background/Description of the Disclosure
The Board of Directors approved today the following amendments in the Company’s By-Laws:
1. In Article VI, Sec. 1 – to revise the clause on the schedule of meetings of the Board of Directors to once a month or as often as may be necessary; 2. In Article VI, Sec. 3 – to increase the quorum requirement for transaction of business and board decisions to at least 2/3, in line with the recommended corporate governance practices for listed companies; and 3. In Article III, Sec. 8 – to change the title to “Creation of Security Interest over Trading Right” to be consistent with the amendments approved by the Board of Directors in its meeting dated 3 May 2023.
The Board of Directors will recommend the approval of these proposed amendments to the stockholders in the coming Annual Stockholders’ Meeting on 5 August 2023.
Date of Approval by Board of Directors
Jun 14, 2023
Date of Approval by Stockholders
TBA
Other Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Relevant Regulatory Agency, if applicable
N/A
Date of Approval by Securities and Exchange Commission
TBA
Date of Receipt of SEC approval
TBA
Amendment(s)
Article and Section Nos.
From
To
Article VI, Section 1
Please see other relevant information
Please see other relevant information
Article VI, Section 3
Please see other relevant information
Please see other relevant information
Article III, Section 8
Please see other relevant information
Please see other relevant information
Rationale for the amendment(s)
For Article VI, Sec. 1 - to align with the schedule of regular board meetings For Article VI, Sec. 3 - to align with the recommended corporate governance practices for listed companies For Article III, Sec. 8 - to be consistent with the amendments approved by the Board of Directors in its meeting dated 3 May 2023
The timetable for the effectivity of the amendment(s)
Expected date of filing the amendments to the By-Laws with the SEC
TBA
Expected date of SEC approval of the Amended By-Laws
TBA
Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
None.
Other Relevant Information
Article VI, Section 1 – Meetings of the Board of Directors
From: Sec. 1. Meetings. – Regular meetings of the Board of Directors shall be held twice a month, on such dates and at such time and places as the Board may determine.
To: Sec. 1. Meetings. – Regular meetings of the Board of Directors shall be held ONCE a month, OR AS OFTEN AS MAY BE NECESSARY, on such dates and at such time and places as the Board may determine.
Article VI, Section 3 - Quorum
From: Sec. 3. Quorum. – The presence of at least eight (8) Directors shall constitute a quorum for the transaction of business. Directors who cannot physically attend or vote at board meetings can participate and vote through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication as may be approved by a majority of the PSE Board of Directors. A director who participates through remote communication shall be deemed present for purposes of quorum. Every decision of at least a majority of the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all members of the Board and except as otherwise specifically provided for in these By-Laws.
To: Sec. 3. Quorum. – The presence of at least TEN (10) Directors shall constitute a quorum for the transaction of business. Directors who cannot physically attend or vote at board meetings can participate and vote through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication as may be approved by a majority of the PSE Board of Directors. A director who participates through remote communication shall be deemed present for purposes of quorum. Every decision of at least TWO-THIRDS (2/3) of the directors present at a meeting at which there is a quorum shall be valid as a corporate act, except for the election of officers which shall require the vote of a majority of all members of the Board and except as otherwise specifically provided for in these By-Laws.
Article III, Section 8 – Pledge of Trading Right
From: Sec. 8. Pledge of Trading Right.
To: Sec. 8. CREATION OF SECURITY INTEREST OVER TRADING RIGHT.
The Philippine Stock Exchange, Inc.PSE